A corporate veil cannot be lifted without an existing cause of action, and shareholders are not personally liable for a company's obligations absent fraud or special circumstances.

[1] This is the 2nd Defendant's application (encl 10) to strike out the Plaintiff's Writ and statement of claim dated 13 August 2018 pursuant to O 18 r 19(a), (b) and/or (d) of the Rules of 2012 (" ROC ").

[2] In the Writ and statement of claim, the Plaintiff is seeking for inter alia declaratory reliefs that the shareholders of the 1st Defendant namely the 2nd to the 4th Defendants are liable for all the debts or other liabilities of the 1st Defendant owed to the Plaintiff in the proportions of their shareholding in the 1st Defendant.

Background Facts

[3] The 1st Defendant is an incorporated Joint Venture formed between the 2nd, 3rd and 4th Defendants (collectively referred to as "the shareholders") with shareholding interest of 40%, 30% and 30% respectively.

[4] The 2nd Defendant is a company incorporated in Malaysia, the 3rd Defendant is a company incorporated in Vietnam whilst the 4th Defendant is a company incorporated in Indonesia.

[5] The 1st Defendant was then appointed as an operator to undertake petroleum operations at the project site known as Offshore Sarawak Block SK305 ("the project").

[6] On 28 November 2008, the 1st Defendant entered into a contract with MISC Berhad for the leasing, operation and maintenance of two (2) plain mobile offshore production units ("MOPUs") facilities for D30 and Dana fields development project at the project site upon the consideration and for the contract price set out therein ("MOPU Contract"). The agreed effective date of the MOPU Contract was 8 August 2008.

[7] By a novation agreement entered into on or about 15 September 2009 between MISC Berhad, the 1st Defendant and the Plaintiff, MISC Berhad novated all of its rights and obligations under the MOPU Contract to the Plaintiff.

[8] On or about 29 January 2016, notice was given by the 1st Defendant that it desired to terminate the MOPU Contract and that it would be effective on 6 June 2016 for MOPU SATU and on 4 September 2016 for MOPU DUA.

[9] Arising from the various alleged breaches of the 1st Defendant's payment obligations under the MOPU Contract and after attempts of negotiations for settlement, the Plaintiff has pursued and intends to pursue various recourse through several means. The proceedings commenced to date include:

i. Two Arbitration proceedings brought under Notice of Arbitration dated 1 July 2016 and 7 August 2018

ii. Two Adjudication proceedings brought under the Notices of Adjudication dated 7 August 2018 and

iii. Court proceedings brought under Originating Summons No WA-24NCVC-1568-08/2018

[10] The total sum claimed by the Plaintiff against the 1st Defendant to date is USD100,004,288.30 and RM22,617,929.14 together with interest and costs.